Because it was in black-and-white, because it didn't star anyone under 30, because its biggest names were only semifamous performers like Madeline Kahn, Julie Kavner and Bob Dishy or because its delicate, shadowy mood might look depressing to the shallow viewer--for whatever reason, the 1999 film Judy Berlin didn't find a distributor until it received a brief showing this March (at the United Artists Gallery) in San Francisco. With any justice--and maybe some prodding from knowledgeable filmgoers--Judy Berlin will get picked up for general distribution.

Director Eric Mendelsohn previously shot a well-regarded short titled Through an Open Window. His first feature film, Judy Berlin is a comedy with a compassionate sensibility, yet it's not at all mushy. Mendelsohn boasts a particular mixture of open eyes and open heart that is almost extinct in today's film world.

Judy Berlin takes place during a morning and afternoon in Babylon, a suburb connected to New York City by the Long Island Railroad. The film begins on the second day of the school year. A housewife named Alice (Kahn) awakes, trilling her love for her husband ("My paramour!" she calls him).

Arthur Gold (Dishy), her husband, is nobody's idea of a paramour. He's a middle-aged teacher at an elementary school facing a sunless day at work, and he looks at her, unable to comprehend her mood. (Later, we understand his wariness completely.)

Watching the two of them is their son, the bitter comic relief in the marriage. David (Aaron Harnick) is a budding filmmaker who has recently moved back in to his parent's house from Hollywood. What happened to David on the coast isn't described. It doesn't have to be; from his look of dejection, we can tell that he's certainly had his ass handed to him by the film industry.

Facing a day of wandering, with a half an idea of making a documentary about suburban Long Island, David encounters a woman he sort of knew from high school: a lean, naïve, half-bright aspiring actress named Judy Berlin (Edie Falco of The Sopranos).

Judy's planning to catch a plane that night to Hollywood to make it big. David, who can't bear to disillusion her, is heavy with the knowledge of what probably awaits her there. It's too vicious to call her talentless; Judy has a sparkle that her adult braces can't dim. But she's unarmored even by the sarcasm that protected David during his stint in L.A., and she seems doomed.

So does Alice, whose clinging turns out to be a true intuition--her husband is drawing away from her. And Sue Berlin (Barbara Barrie), Judy's mother, is unable to patch up her own quarrel with Judy before her daughter leaves town. So much has to be read between the lines in this film, but Sue seems to be infuriated by her daughter's crackpot idea to head for Hollywood.

The day is interrupted by a total eclipse, which doesn't end. The strange phenomena, which only mildly puzzles the characters, reflects their strayed happiness.

Blazing Madeline

Judy Berlin gives us the last of Madeline Kahn, the comedian who enjoyed her heyday was in the 1970s. Kahn, who died last December, was a bit of a song-and-dance woman, beloved for her Marlene Dietrich parody in Mel Brooks' Blazing Saddles and for her prissy Elizabeth, fiancée of Dr. Frankenstein, in Brooks' Young Frankenstein.

Alice Gold is Kahn's best performance. She shows her usual humor in the princessy obliviousness, the fussy, interfering quality of Elizabeth; she's a fawning nag, doting on her husband and son. But this role is comedy on the edge of tragedy. All day long, Alice is pestered by a childhood rhyme she can't remember. Alice's memory seems to be playing tricks on her--the lady has also pushed a bit of her own bad behavior right out of her mind.

And her own day's wandering under the supernatural darkness of the eclipse forces her to remember. When, at last, she faces her husband without silliness or coquettishness, it's a moment as powerful, as loaded with mortality, as Max Von Sydow facing his wife at the end of The Seventh Seal.

Falco, a goofy, snorting Long Island sprite, leavens this astonishing debut film. Judy holds down a job as a Pioneer Woman at History Village, and she has to pantomime the chores of a hundred years ago for the tourists and for school kids hauled there on field trips. Judy churns butter and peels an imaginary potato, her face in a mask of despair, like an Expressionist slum dweller.

When the tour guide explains "it was back-breaking work," she rises and gives herself a tragic little sore-backed stretch, rubbing her hips. The gesture is wrong; it's too slow, too languid. It looks lewd, like Maggie the Cat showing us how she pines for her impotent husband Brick.

But it's not that Judy is a caricature of a bad actress. She turns out to be smartest person in the film really. There's hope here, and that sense of budding hope makes Judy Berlin everything Magnolia sought to be, everything the critics said Magnolia was. Here's a mix of lost people, caught in coincidence, tied together by a magical-realist event.

Suburban Angst

Judy Berlin isn't judging the suburbs for backwardness or provincialness. Photographer Jeffrey Seckendorf drinks in the pale beauty of Babylon--its peace, its roominess and its huge shade trees. Even the ridiculous conceit of the place's builders--calling this poky town Babylon, after the mother of all cities--seems like some kind of an enlightened joke. Mendelsohn shows us that the possibilities of cities can be found even here, the germs of inspiration and renewal.

At times, Judy Berlin is as elating as the films of the great humanist directors: Renoir, Ophuls and Mizoguchi. Here is a social comedy that isn't about lancing the bourgeoisie. God knows the bourgeoisie need a good strong lancing now and again, but Judy Berlin rises to the next level. The film takes elusive experience and loss and distills these fragile emotions as only a really extraordinary director can.

This short run of Judy Berlin is a gamble by The Shooting Gallery, the first film of a six-film series booked into limited release in a dozen and a half large cities in the U.S. Upcoming films include the Irish import Southpaw (April 7); Croupier (April 21), a new one by Mike Hodges of Get Carter fame; and Adrenaline Drive (May 5) a gangster picture by Shinobu Yagucji, a colleague of "Beat" Takeshi. The Shooting Gallery describes itself, with some justification, as "the last independent studio."

As Holly Sorensen, senior vice president in charge of production, puts it, "In today's market, Shakespeare in Love counts as an independent film."

Judy Berlin won the best director award at Sundance 1999 and was exhibited as part of Un Certain Regard at Cannes, and yet it still very nearly avoided distribution. Why? Fortunately, this two-week stand will give people a quick chance to take it in. Judy Berlin is a film that deserves an audience. And you deserve a chance to see it.

Judy Berlin is playing through March 16 at the UA Galaxy in San Francisco. Call (415) 474-8700 for details.